Non-Disclosure Confidentiality Agreement Sample: Everything You Need to Know
A non-disclosure confidentiality agreement (NDA) is a legally binding contract between two parties that aims to protect confidential information. This document is commonly used in business transactions, employment agreements, and other situations where sensitive information needs to be shared. In this article, we will provide you with a non-disclosure confidentiality agreement sample and explain everything you need to know.
What is a Non-Disclosure Confidentiality Agreement?
An NDA is a legal agreement that requires the parties involved to keep confidential information confidential. The document establishes the terms and conditions under which the information can be shared and how it can be used. It prevents the recipient from disclosing or using the confidential information without the consent of the owner.
Why Do You Need a Non-Disclosure Confidentiality Agreement?
There are several reasons why you might need an NDA. Here are some of the most common ones:
1. Protect Your Trade Secrets: If you have valuable trade secrets that you do not want to be disclosed to the public or your competitors, an NDA is a good way to protect them.
2. Confidential Business Information: If you are in a business transaction where you need to disclose confidential information, such as financial statements, customer data, or marketing strategy, an NDA can help protect your interests.
3. Employment Agreements: If you are hiring employees who will have access to your confidential information, you can use an NDA to ensure that they do not use or disclose it.
Non-Disclosure Confidentiality Agreement Sample
Now that you know why you might need an NDA, here is a sample agreement you can use as a starting point:
Non-Disclosure Confidentiality Agreement
This Non-Disclosure Confidentiality Agreement (the «Agreement») is made and entered into as of [Effective Date] by and between [Owner], with an address of [Owner Address] («Owner») and [Recipient], with an address of [Recipient Address] («Recipient»).
1. Definition of Confidential Information
«Confidential Information» means any proprietary, confidential, or trade secret information that is disclosed by Owner to Recipient, whether orally, in writing, or by any other means, including but not limited to:
– Business plans, marketing plans, and strategy
– Customer lists, customer data, and order data
– Financial statements, budgets, and projections
– Intellectual property, including patents, trademarks, and copyrights
– Software, software code, and documentation
– Technical information, know-how, and processes
2. Obligations of Recipient
Recipient agrees to protect and maintain the confidentiality of the Confidential Information and to use it solely for the purpose of [Purpose of Disclosure]. Recipient shall:
– Not disclose, use, or permit others to use any Confidential Information except as expressly permitted under this Agreement.
– Take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use.
– Disclose the Confidential Information only to employees or agents who have a need-to-know and who have agreed to be bound by the terms and conditions of this Agreement.
– Promptly notify Owner in writing of any unauthorized disclosure or use of Confidential Information.
3. Term of Agreement
This Agreement will remain in effect for [Number of Years] years from the Effective Date, unless terminated earlier by mutual agreement of the parties.
4. Termination
Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Recipient shall promptly return or destroy all Confidential Information received from Owner and all copies thereof.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State or Country of Governing Law].
6. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or verbal, relating to the subject matter of this Agreement.
7. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Owner Name], [Owner Title] [Recipient Name], [Recipient Title]
Conclusion
A non-disclosure confidentiality agreement is an essential legal document for protecting confidential information. It is a binding agreement between two parties that establishes the terms and conditions under which confidential information can be shared and used. You can use the non-disclosure confidentiality agreement sample provided in this article as a starting point to create your own agreement. Make sure to consult with your legal counsel to ensure that the agreement is tailored to meet your specific needs and complies with applicable laws.